EXHIBIT
      10.1

    


    
      

        


        
          	
                   

                	 	
                  Rabobank
                    Nederland Shanghai Branch

                
	
                  Date:
                    

                	
                  6
                    May 2008

                	
                  Address: 
                    19F,
                    HSBC Tower

                
	
                  To:

                	
                  Henan
                    Zhongpin Food Share Co., Ltd.

                	
                                   
                    1000 Lujiazui Ring Road 

                
	 	
                  21
                    Changshe Road, Changge City, Henan

                	
                                   
                    Pudong New Area, Shanghai, 200120

                
	
                   

                	 	
                  Telephone:
                    (86) 21 5886 9886

                
	
                   

                	 	
                  Telefax:      
                    (86)
                    21 2893 4700

                
	
                   

                	 	 


        

        
 

      

    

    Term
      Loan Facility

    


    Dear
      Sirs,

    


    We
      are
      pleased to inform you that Rabobank Nederland Shanghai Branch (the “Lender”) is
      prepared to make available the following committed term loan to you for your
      capital expenditure requirement and refinancing of your existing secured debt
      of
      no less than RMB30,000,000.- (the “Purpose”) but not for any other purpose
      subject to the terms and conditions as stipulated in this letter (the “Facility
      Letter”) and in our standard General Commercial Agreement (as amended from time
      to time, the “GCA”).

     

    BORROWER

    


    Henan
      Zhongpin Food Share Co., Ltd. (the “Borrower” and “Mortgagor”)

    


    CORPORATE
      GUARANTORS

     

    Anyang
      Zhongpin Food Co., Ltd. (the “Corporate Guarantor A”)

    Zhumadian
      Zhongpin Food Ltd (the “Corporate Guarantor B”)

    


    (each
      a
“Corporate Guarantor”, collectively, the “Corporate Guarantors”)

    


    FACILITY

    


    Up
      to
      Renminbi (“RMB”) 80,000,000.- (RMB Eighty Million ) available for a 3-year
      committed term loan facility (the “Term Loan”). 

    


    Under
      this Facility Letter, the following terms shall be defined and interpreted
      as
      follows:

    


    “Business
      Day” means a day (other than a Saturday or Sunday) on which banks are open for
      banking business in Shanghai and the PRC; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “PRC”
      means the People’s Republic of China, which for purpose of this Facility Letter,
      does not include the Hong Kong Special Administrative Region, the Macau Special
      Administrative Region and Taiwan.

    


    "Break
      Costs" means the amount (if any) by which:

    


    the
      interest which the Lender should have received pursuant to the terms of this
      Facility Letter for the period from the date of receipt of the advance to the
      last day of the current interest period in respect of the advance, had the
      principal amount received been paid on the last day of that interest
      period.

    


    exceeds:

    


    the
      amount which the Lender would be able to obtain by placing an amount equal
      to
      the principal amount received by it on deposit with a leading bank in the
      relevant interbank market for a period starting on the Business Day following
      receipt or recovery and ending on the last day of the current interest
      period.

    


    “Group
      Company” shall mean the Borrower and the Corporate Guarantors, and each of its
      Holding Companies and Subsidiaries and each Subsidiary of each of its Holding
      Companies; 

    


    "Holding
      Company" means, in relation to any company or corporation, any other company
      or
      corporation in respect of which it is a Subsidiary of; and

    


    "Subsidiary"
      means, in relation to any company or corporation, a company or
      corporation:

    
      	
              (a)

            	
              which
                is controlled, directly or indirectly, by the first mentioned company
                or
                corporation;

            


    

    
      	
              (b)

            	
              more
                than half the issued share capital of which is beneficially owned,
                directly or indirectly, by the first mentioned company or corporation;
                or

            


    

    
      	
              (c)

            	
              which
                is a Subsidiary of another Subsidiary of the first mentioned company
                or
                corporation,

            


    

    and,
      for
      this purpose, a company or corporation shall be treated as being controlled
      by
      another if that other company or corporation is able to direct its affairs
      and/or to control the composition of its board of directors or equivalent
      body.

    


    SUPPORT/COLLATERAL

     

    A
      joint
      and several corporate guarantee duly executed by the Corporate Guarantors in
      favor of the Lender for an aggregate amount of no less than the Facility amount
      plus interest, charges and expenses, including but not limited to any shortfall
      incurred by the Lender in exchange rate fluctuation (the “Corporate
      Guarantee”).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    DRAWDOWN
      PERIOD

     

    Drawdown
      will be available in RMB. Subject to satisfactory completion of the conditions
      precedent, multiple drawings are allowed until the date falling three (3) months
      from the date of the acceptance of this Facility Letter (the “Drawdown Period”).
      Any amounts undrawn at the end of the Drawdown Period will be cancelled.


     

    FINAL
      MATURITY DATE

     

    The
      Facility shall terminate thirty-six (36) months from the first drawdown date
      (the “Final Maturity Date”); or if that day is not a Business Day, on the next
      succeeding Business Day thereafter unless it falls in the next calendar month
      in
      which case it shall terminate on the immediate preceding Business
      Day.

    


    REPAYMENT/PREPAYMENT

    


    1.
      The
      repayment of the outstandings under the Facility shall be made as
      follows:

    


    
      	
              Repayment
                Date 

            	
              Repayment
                Amount 

              Amount
                (if the Facility is fully drawn) / percentage of the outstanding
                amount
                (if the Facility is not fully drawn)

            
	 	 
	
              24
                months after the first drawdown date

            	
              RMB20,000,000.-.
                / 25%

            
	
              30
                months after the first drawdown date

            	
              RMB30,000,000.-
                / 37.5%

            
	
              36
                (Final Maturity Date)

            	
              RMB30,000,000.-
                /37.5%

            
	 	 


    

    


    2
      Prepayment is allowed subject to the following conditions:

    


    
      	a.  	
              Prepayment
                is in a minimum amount of RMB1,000,000.-, and an integral multiple
                of
                RMB1,000,000.- or an amount agreed by the
                Lender;

            


    

    


    
      	b.  	
              Any
                prepayment shall be made together with accrued interest on the amount
                prepaid and subject to thirty (30) days’ prior written notice to the
                Lender and Break Costs (if any) to be absorbed by the
                Borrower;

            


    

    


    
      	c.  	
              All
                prepayment is subject to the Lender’s prior
                consent;

            


    

    


    
      	d.  	
              Any
                amount repaid cannot be re-drawn or
                re-borrowed.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    FEE
      AND BILL COMMISSION

     

    
      
        	Arrangement fee:	a non-refundable fee at 0.5% flat on the Facility
                amount
                which shall be paid upon the acceptance of this Facility
                Letter.


      


    


    


    INTEREST
      FOR TERM LOAN FACILITY

    


    100%
      of
      the interest rate issued by the People’s Bank of China (the “PBOC”) for loans
      with such a term as the corresponding tenor of the advances made under this
      Facility Letter (in absence of such rate, it shall be determined by the Lender
      in accordance with common practice).

     

    The
      interest shall be calculated on the basis of actual number of days elapsed
      in a
      year of 360 days. 

    


    If
      any
      sum is not paid when due, that sum shall bear overdue interest at a rate
      determined by the Lender in accordance with the relevant penalty interest issued
      by the PBOC for the Term Loan from the due date to the date when actual payment
      is received in full by the Lender.

    


    If
      the
      Borrower does not use the Facility in accordance with the Purpose, the Borrower
      shall forthwith on demand, pay to the Lender a penalty interest for the sum
      used
      for other purposes at a rate above the interest rate of such
      advances.

    


    The
      penalty interest for overdue payment and/or sum used for other purposes may
      be
      compounded at the Lender’s sole discretion in accordance with PRC law.


    


    If
      the
      Borrower is mandatorily prohibited by law from paying interest at the agreed
      rate or the rate as determined by the Lender, the Borrower shall pay interest
      at
      the maximum rate permitted by law (which maximum rate may vary from time to
      time).

    


    The
      repayment of principal and payment of interest shall be made in RMB.


    


    SPECIAL
      CONDITIONS:

    


    For
      Term
      Loan: 

    


    
      	1.  	
              The
                minimum drawing amount for each advance shall be RMB1,000,000.- and
                has to
                be in integral multiples of RMB1,000,000.- or an amount agreed by
                the
                Lender;

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	2.  	
              All
                accrued interest is to be paid in full at the end of the interest
                period;

            


    

    


    
      	3.  	
              No
                advance shall have a maturity date beyond the expiry date (if any)
                of the
                Corporate Guarantee; 

            


    

    


    
      	4.  	
              No
                interest period shall extend beyond the expiry date (if any) of the
                Corporate Guarantee;

            


    

    


    
      	5.  	
              All
                amounts including principal, accrued interest, fees and charges shall
                be
                repaid fourteen (14) days before the expiry date (if any) of the
                Corporate
                Guarantee;

            


    

    


    
      	6.  	
              The
                interest period can either be three (3) or six (6) months as selected
                by
                the Borrower and agreed by the Lender. No interest period may overrun
                the
                Final Maturity Date;

            


    

     

    
      	7.  	
              The
                interest payment shall be due every three months or quarterly as
                regulated
                by PBOC, and shall be adjusted as necessary so that the interest
                payment
                shall be due on the 21st day of the last month of each quarter and/or
                the
                last day of the interest period, in either case if such day is not
                a day
                on which banks are open for business in the PRC (a “PRC Business Day”),
                then the interest payment shall be due on the next following PRC
                Business
                Day. If the interest period or interest payment date for RMB facilities
                are otherwise regulated by the PBOC, then the interest period or
                interest
                payment date shall be determined by the Lender in accordance with
                such
                regulation; 

            


    

    


    
      	8.  	
              Prepayment
                is allowed in a minimum amount of RMB1,000,000.-, and an integral
                multiple
                of RMB1,000,000.-, or an amount agreed by the Lender. Any prepayment
                shall
                be made together with accrued interest on the amount prepaid and
                subject
                to thirty (30) days’ prior written notice to the Lender and Break Costs
                (if any) to be absorbed by the
                Borrower;

            


    

    


    
      	9.  	
              Written
                notice of drawing must be given to the Lender three (3) Business
                Days
                prior to the date of drawing.

            


    

    


     

    CONDITIONS
      PRECEDENT 

     

    The
      Facility will be available subject to no event of force majeure in existence
      and
      the receipt of all security documents as required under SUPPORT/COLLATERAL
      and the
      following that are in form and substance satisfactory to the
      Lender:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	1.  	
              This
                Facility Letter and the GCA (where applicable) duly signed and executed
                by
                the authorized signatories of the Borrower and the Corporate
                Guarantors;

            


    

    


    
      	2.  	
              Resolutions
                of the Board of Directors and/or the resolutions of the shareholders’
                meeting (where applicable) of the Borrower approving the borrowing
                on the
                terms of the Facility Letter and authorising a named representative
                or
                representatives to execute this Facility Letter, the GCA and any
                related
                documents on its behalf;

            


    

    


    
      	3.  	
              Resolutions
                of the Board of Directors and/or the resolutions of the shareholders’
                meeting (where applicable) of the Mortgagor approving the borrowing
                on the
                terms of the Facility Letter and authorising a named representative
                or
                representatives to execute this Facility Letter and any related documents
                on its behalf;

            


    

    


    
      	4.  	
              Resolutions
                of the Board of Directors and/or the resolutions of the shareholders’
                meeting (where applicable) of each of the Corporate Guarantors approving
                to provide the Corporate Guarantee and authorising a named representative
                or representatives to execute this Facility Letter and the Corporate
                Guarantee and any related documents on its behalf;
                

            


    

    


    
      	5.  	
              A
                certified true and updated copy of the Borrower’s, the Mortgagor’s and
                each of the Corporate Guarantors’ current enterprise legal person business
                licence (Zhen Ben and Fu Ben), certificate of approval (where applicable),
                organization code certificate and tax registration certificate
                ;

            


    

    


    
      	6.  	
              A
                certified true and updated copy of the articles of association and
                any
                other constitutional documents of the Borrower, the Mortgagor and
                of each
                of the Corporate Guarantors at the Lender’s
                discretion;

            


    

    


    
      	7.  	
              Certified
                true and updated copy of i) directors and shareholders list of the
                Borrower and of each of the Corporate Guarantors; ii) identity
                cards/passports of the directors of the Borrower and of each of the
                Corporate Guarantors; iii) directors list of the Borrower’s
                shareholder(s), which own(s) above 10% shareholding of the Borrower,
                together with the directors’ certified true and updated copy of identity
                cards/passports; and iv) the business license, certificate of
                approval(where applicable), organization code certificate and tax
                registration certificate of the Borrower’s shareholder(s) which own(s)
                above 10% shareholding of the
                Borrower;

            


    

    


    
      	8.  	
              Certified
                true and updated copy of identity cards/passports of the authorized
                signatory(ies) of the Borrower and of each of the Corporate
                Guarantors;

            


    

    


    
      	9.  	
              Evidence
                of payment of all stamp duty payable in respect of this Facility
                Letter;

            


    

    


    
      	10.  	
              Certified
                true and updated copy of the Borrower’s and each of the Corporate
                Guarantors’ PBOC credit registration card with card number(s) and
                password(s) and other data or information which are required for
                the
                Lender to access and service the bank credit register and consulting
                system established by the PBOC;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	11.  	
              Authenticated
                specimen signatures of the Borrower’s authorized signatory(ies) and copies
                of the Lender’s standard account opening documentation signed by the
                Borrower (if applicable);

            


    

     

    
      	12.  	
              Such
                other documents as may be required by the Lender from time to time.
                

            


    

    


    FURTHER
      DOCUMENTS AND EVIDENCE TO BE DELIVERED 

    


    
      	1.  	
              Evidence
                of completion of any approval, registration and/or other formalities
                in
                relation to this letter and the Corporate Guarantee with the relevant
                PRC
                governmental agencies as required by any applicable laws and
                regulations;

            


    

    


    
      	2.  	
              A
                    first legal charge over the land at 
                    (“Pledged Land”) together with the building erected
                    or to be erected thereon (the “Pledged Building”,
                    together with the Pledged Land, collectively the “Pledged
                    Property”) to be entered into by and between the Borrower
                    as mortgagor (the “Mortgagor”) and the Lender
                    for the Borrower’s obligations under the Facility in
                    the form and substance agreed between the Mortgagor, the Borrower
                    and the Lender for the Pledged Land (the “Land Mortgage”)
                    and the Pledged Building (the “Building Mortgage”,
                    together with the Land Mortgage, collectively the “Property
                    Mortgage”);

            


    

    


    
      	3.  	
              Submission
                of a valuation appraisal report (to be prepared by a valuer acceptable
                to
                the Lender) denoting the market value of the Pledged Property of
                no less
                than RMB80 Million in form and substance satisfactory to the
                Lender.

            


    

    


    
      	4.  	
              Resolutions
                of the Board of Directors and/or the resolutions of the shareholders’
                meeting (where applicable) of the Mortgagor approving to provide
                the
                Property Mortgage and authorising a named representative or
                representatives to execute Property Mortgage and any related documents
                on
                its behalf;

            


    

    


    
      	5.  	
              an
                assignment of insurances in agreed form entered into or to be entered
                into
                between the Mortgagor and Lender pursuant to which, among other things,
                the Mortgagor grants security to the Lender over all insurances of
                the
                Pledged Property (“Assignment of Insurances”) via the application of the
                Facility;

            


    

    


    
      	6.  	
              registration
                certificate of the Property Mortgage issued by the relevant local
                construction bureau and local land bureau (as
                applicable);

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	7.  	
              a
                legal opinion prepared by a PRC lawyer acceptable to the Lender pertaining
                to the enforceability of the Property Mortgage and Assignment of
                Insurances; and 

            


    

    


    
      	8.  	
              Such
                other documents as may be required by the Lender from time to
                time.

            


    

    


    REPRESENTATIONS
      AND WARRANTIES

    


    Each
      of
      the Borrower, the Mortgagor and the Corporate Guarantors (where applicable)
      represents, which representations shall be deemed to be repeated on each day
      on
      which any sum remains owing by the Borrower to the Lender, that:

    


    
      	1.  	
              it
                is duly incorporated and validly existing under the laws of the PRC
                has
                complied with all laws and regulations to which it is
                subject;

            


    

    


    
      	2.  	
              it
                has full power and authority, and has obtained all necessary approvals,
                registrations and licences to enable it, to enter into this Facility
                Letter and the Corporate Guarantee;

            


    

    


    
      	3.  	
              all
                information provided to the Lender is true and correct in all respects;
                

            


    

    


    
      	4.  	
              the
                Lender has been supplied with an up-to-date copy of its constitutional
                documents and confirm the continuous validity
                thereof;

            


    

    


    
      	5.  	
              there
                has been no material adverse change in its financial and operations
                conditions since 31 December 2006 which would affect its ability
                to meet
                its obligations hereunder or under the Corporate Guarantee (as the
                case
                may be); and

            


    

    


    
      	6.  	
              no
                security interest exists over any of its assets or revenue except
                as
                notified in writing to the Lender.

            


    

    


    UNDERTAKINGS
      AND COVENANTS

    


    (A)
      Each
      of the Borrower and of the Corporate Guarantors (where applicable) hereby
      undertakes:

    


    
      	1.  	
              to
                ensure that the above Facility is only used for the Purpose as permitted
                by the Lender;

            


    

    


     

    
      	2.  	
              to
                ensure that its payment obligations (including those arising from
                ordinary
                course of trade business) due to its Group Company and any shareholder(s)
                will be subordinated to its obligations due to the Lender under this
                Facility Letter and the Borrower will assist the Lender in obtaining
                a
                subordination or similar agreement from its Group Companies in favor
                of
                the Lender within the time limit agreed by the Lender;
                

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	3.  	
              that,
                subject to clause 2 above, it will ensure that its obligations hereunder
                will at all time rank pari passu with all other present and future
                unsecured and unsubordinated
                obligations;

            


    

    


    
      	4.  	
              that
                save for all encumbrances existing before the grant of the facility
                which
                shall have been notified in writing to the Lender and those encumbrances
                which will be created in favour of the Lender, the Borrower, the
                Mortgagor
                and the Corporate Guarantors shall not create any security (howsoever
                described but excluding security arising by operation of law in the
                ordinary course of business) in favour of any other entity or person
                without the prior written permission of the
                Lender;

            


    

     

    
      	5.  	
              that
                there is no substantial change to the general nature of its business
                from
                that carried on at the date of this
                letter;

            


    

    


    
      	6.  	
              (i)
                that it will not enter into a single transaction or a series of
                transactions (whether related or not) and whether voluntary or involuntary
                to sell, lease, transfer or otherwise dispose of any
                asset;

            


    

    


    (ii)
      Paragraph (i) above does not apply to any sale, lease, transfer or other
      disposal made in the ordinary course of business on an arms length basis of
      the
      disposing entity; or of assets in exchange for other assets comparable or
      superior as to type, value and quality and for a similar purpose;

    


    
      	7.  	
              that
                it will not enter into any amalgamation, demerger, merger, consolidation
                or corporate reconstruction which may have a material adverse effect
                in
                the sole opinion of the Lender;

            


    

    


    
      	8.  	
              to
                maintain an adequate insurance coverage over fixed
                assets;

            


    

    


    
      	9.  	
              to
                deliver to the Lender certified true copies of its (i) half-year
                un-audited (and consolidated if any) accounts/interim results within
                ninety (90) days from the half-year end of each financial year; (ii)
                its
                annual audited (and consolidated, if any) financial statements as
                soon as
                practicable and not later than one hundred and twenty (120) days
                after
                each fiscal year; and (iii) such other information as the Lender
                may
                request;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
      	10.  	
              to
                notify the Lender promptly of the occurrence of any event (including
                an
                Event of Default as defined in the GCA) which might affect the Borrower’s
                ability or the Mortgagor’s ability or the Corporate Guarantor’s ability to
                perform its obligations hereunder or the Mortgagor’s ability to perform
                its obligations under the Property Mortgage or the Corporate Guarantor’s
                ability to perform its obligations under the Corporate Guarantee
                or any
                change in the ultimate shareholding or control of the Borrower or
                of the
                Corporate Guarantors;

            


    

    


    
      	11.  	
              that
                the Borrower will continue to own a 100% shareholding (directly or
                indirectly) in each of the Corporate
                Guarantors;

            


    

    


    
      	12.  	
              that
                any change above 10% in the shareholding structure of the Borrower
                or of
                the Corporate Guarantor is subject to the Lender’s prior written
                consent;

            


    

    


    
      	13.  	
              the
                consolidated CAPEX (including acquisition) should be less than
                RMB400,000,000.- throughout the life of the Facility;
                

            


    

    


    
      	14.  	
              the
                consolidated contingent liabilities should be i) less than
                RMB400,000,000.- for the financial year of 2008; and ii) less than
                RMB300,000,000.- for the financial years
                thereafter;

            


    

    


    
      	15.  	
              that
                the Mortgagor shall deliver to the Lender each of the documents and
                evidence referred to under FURTHER
                DOCUMENTS AND EVIDENCE TO BE DELIVERED
                in
                this letter and enter into i) the Land Mortgage over the Pledged
                Land on
                or before three (3) months from the acceptance of the Facility Letter;
                ii)
                the Building Mortgage over the Pledged Building on or before 31 December
                2008; 

            


    

     

    (B)
      The
      Borrower hereby undertakes that:

    


    
      	1.  	
              its
                ratio of debt to net worth shall be less than 0.8x throughout the
                life of
                the Facility;

            


    

     

    
      	2.  	
              its
                ratio of debt to EBIDTA shall be less than (i) 3x for the financial
                year
                of 2008 ; (ii) 2.5x for the financial year of 2009; (iii) 2x for
                the
                financial year of 2010; and (vi) 1.8x for the financial year of 2011
                and
                thereafter; .

            


    

     

    
      	3.  	
              its
                Interest Coverage Ratio shall be greater than 6x throughout the life
                of
                the Facility; 

            


    

     

    
      	4.  	
              its
                Tangible Net Worth shall be no less than RMB900,000,000.- throughout
                the
                life of the Facility;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              that
                its inter-company indebtedness shall always be less than
                RMB500,000,000.-throughout the life of the Facility except for the
                loans
                against inventory;

            


    

     

    


    
      	6.  	
              that
                70% of its consolidated EBITDA should be generated by the Borrower
                and/or
                the Corporate Guarantors; if fails, the Lender has the right to
                restructure the Facility by requesting additional borrower(s) and/or
                guarantor(s) accompanied by execution all such documents (within
                thirty
                (30) days thereafter) and do all such acts as are necessary to cause
                such
                entity to execute the Lender’s facility letter and/or guarantee form, and
                all other documents and do all such acts as are necessary or appropriate
                for such entity to become a borrower and/or a guarantor
                hereunder;

            


    

    


    
      	7.  	
              that
                its dividends payment shall be less than 50% of its retained earnings
                throughout the life of the Facility;


            


    

    


    Testing
      of the relevant items in section (A) and (B) shall be carried out semi-annually
      by reference to the relevant financial statements delivered to the Lender under
      clause 9 under Section (A) above). 

    


    For
      the
      purposes of this Facility Letter, the following definitions shall
      apply:

    


    EBITDA
      is
      defined as operating earnings before interest, taxes, depreciation and
      amortization;

    


    Interest
      Coverage Ratio is defined as EBITDA/interest paid; 

    


    Tangible
      Networth is defined as networth minus intangibles;

    


    CAPEX
      is
      defined as net investment in fixed assets plus net investment in financial
      assets.

    


    


    EVENTS
      OF DEFAULT

    


    The
      following sub-clauses shall be considered as Events of Default. If:

    


    
      	1.  	
              the
                Borrower and/or the Corporate Guarantor fails to pay any sum due
                under
                this letter; or

            


    

     

    
      	2.  	
              any
                representation made by the Borrower and/or the Corporate Guarantor
                and/or
                the Mortgagor in or in connection with this letter or any certificate,
                statement or document delivered or made by the Borrower and/or the
                Corporate Guarantor and/or the Mortgagor pursuant hereto proves to
                have
                been incorrect or inaccurate in any material respect when made;
                or

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    
      	3.  	
              the
                Borrower and/or the Corporate Guarantor and/or the Mortgagor fails
                to
                perform or observe any provision or undertakings or covenants of
                this
                letter; or

            


    

    


    
      	4.  	
              the
                Borrower and/or the Mortgagor and/or the Corporate Guarantor (or
                any of
                its parent company or subsidiaries) takes corporate action or applies
                to
                any court for its winding-up or the appointment of a liquidator,
                administrator or receiver or similar officer of all or any part of
                its
                assets; or

            


    

    


    
      	5.  	
              any
                encumbrancer takes possession, or a liquidator, administrator, receiver
                or
                similar officer is appointed to all or any material part of the
                undertaking or assets of the Borrower and/or the Mortgagor and/or
                the
                Corporate Guarantor (or any of its parent company or subsidiaries)
                or any
                liquidation, bankruptcy, insolvency, re-organization or similar material
                proceedings are instituted by or against the Borrower and/or the
                Mortgagor
                and/or the Corporate Guarantor (or any of its parent company or
                subsidiaries) ; or

            


    

    


    
      	6.  	
              at
                any time it becomes unlawful for the Borrower and/or Mortgagor and/or
                the
                Corporate Guarantor to perform any of its obligations hereunder or
                under
                the Property Mortgage or under the Corporate Guarantee;
                or

            


    

    


    
      	7.  	
              if
                the Borrower and/or the Corporate Guarantor (or any of its parent
                company
                or subsidiaries) ceases or threatens to cease to carry on the whole
                or a
                substantial part of its business, or the Borrower and/or the Corporate
                Guarantor (or any of its parent company or subsidiaries) stops or
                threatens to stop payment of, or is unable to, or admits inability
                to pay
                its debts as they fall due, or is deemed unable to pay its debts
                pursuant
                to or for the purposes of any applicable law, or is adjudicated or
                found
                bankrupt or insolvent or a moratorium is threatened or declared in
                respect
                of any of its indebtedness; or

            


    

    


    
      	8.  	
              at
                any time the Property Mortgage is or becomes unlawful or is not,
                or ceases
                to be legal, valid, binding or enforceable or otherwise ceases to
                be
                effective; or

            


    

    


    
      	9.  	
              any
                event or series of events occurs which in the reasonable opinion
                of the
                Lender may materially and adversely affect the ability of the Borrower
                and/or the Mortgagor and/or the Corporate Guarantor to comply with
                its
                obligations as expressed in this Letter or in the Equipment Mortgage
                or in
                the Corporate Guarantee; or 

            


    

    


    
      	10.  	
              any
                other indebtedness (including under any guarantee or similar obligations)
                of the Borrower (or any of its parent company or subsidiaries) and/or
                the
                Mortgagor and/or the Corporate Guarantor (or any of its parent company
                or
                subsidiaries) (a) is not paid when due or within any applicable grace
                period granted in any agreement or instrument relating to that financial
                indebtedness or; (b) becomes due and payable or becomes capable of
                being
                declared due and payable before its normal maturity by reason of
                a default
                or event of default, howsoever described.


            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    then
      in
      any such cases and at any time thereafter the Lender may, by written notice
      to
      the Borrower, declare the outstanding principal amount of the Facility, together
      with accrued interest thereon and any other sums payable hereunder, to be
      immediately due and payable whereupon the same shall become so
      payable.

    


    TAXES

    


    All
      payments to be made by the Borrower, the Corporate Guarantor and the Mortgagor
      (as the case may be) hereunder shall be made free and clear of and without
      deduction for or on account of any present or future taxes of any nature now
      or
      hereafter imposed unless the Borrower and the Mortgagor and the Corporate
      Guarantor (as the case may be) are compelled by law to make payment subject
      to
      such taxes, in which case the sum payable by the Borrower and the Mortgagor
      and
      the Corporate Guarantor (as the case may be) in respect of which deduction
      or
      withholding is required to be made shall be increased to the extent necessary
      that the Lender receives and retains a net sum equal to the sum which it would
      have received and so retained had no such deduction or withholding been made
      or
      required to be made.

    


    INCREASED
      COSTS

    


    If
      at any
      time the Lender shall be of the opinion that the effect of the enactment or
      introduction of, or any change in, any applicable law or regulation (whether
      or
      not having the force of law) or compliance with any law, regulation or directive
      from any governmental or regulatory authority or the interpretation or
      application thereof is to increase the amount of capital required or expected
      to
      be maintained by the Lender (or any corporation controlling the Lender) or
      to
      increase the cost to the Lender of maintaining the Facility by an amount which
      in either case the Lender deems material, or the effective return to the Lender
      of its capital is reduced, the Lender shall notify the Borrower to that effect
      and thereupon the Borrower shall pay the Lender such amount as the Lender
      specifies is necessary to compensate it for such increased cost or reduced
      return.

    


    ILLEGALITY

    


    If
      at any
      time after the date hereof by reason of any introduction of or change in any
      applicable law, regulation or regulatory requirement it becomes unlawful or
      otherwise prohibited for the Lender to allow to remain outstanding under the
      Facility made by it then the Lender shall, promptly after becoming aware of
      the
      same, deliver to the Borrower a certificate to that effect. The Lender shall
      not
      thereafter be obliged to maintain the Facility; and, if the Lender so requires,
      the Borrower shall on such date as the Lender shall have specified (being the
      latest date by which the relevant law requires that the same be repaid) repay
      the outstanding amount under the Facility made by the Lender to it with accrued
      interest thereon.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      AND TRANSFER

    


    The
      Borrower, the Mortgagor and the Corporate Guarantors may not assign, transfer,
      novate or in any dispose of any of its right and/or obligations under this
      Facility Letter or the Corporate Guarantee. The Lender may assign or otherwise
      transfer or grant participations in all or any part of its rights under this
      Facility Letter to any other bank or financial institution.

    


    GENERAL

    


    Out
      of pocket expenses

    


    All
      expenses related to the Facility including, but not limited to legal fees and
      out-of-pocket expenses shall be borne by the Borrower; and such expenses shall
      be reimbursed by the Borrower regardless of whether or not the transaction
      contemplated herein is actually completed or this Facility Letter is signed.
      

     

    Language

    


    This
      Facility Letter is written in English only. 

     

    Standard
      Form Documents

    


    The
      Lender makes use of standard form documents to facilitate the provision of
      its
      services to customers, such as the Borrower, in relation to standard facilities
      and transactions, such as this Facility Letter.

     

    The
      Lender recommends that the Borrower, the Mortgagor and the Corporate Guarantors
      review any standard form documents and in particular, those provisions which
      are
      relevant to the specific service or transaction which is to be provided by,
      or
      entered into with, the Lender. This recommendation by the Lender extends to
      any
      standard form documents and includes, but is not limited to, any supplement,
      amendment, addition or side agreement made to or in connection with this
      Facility Letter. 

     

    If
      any
      queries arise in relation to the provisions of any standard form documents,
      please contact the Lender so that the relevant provisions can be explained
      in
      further detail.

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    


    


    GOVERNING
      LAW AND JURISDICTION

    


    This
      Facility Letter and the execution hereof are governed by and shall be construed
      in accordance with the laws of the PRC. 

     

    Any
      dispute, controversy or claim which may arise out of or in connection with
      this
      Facility Letter shall be settled through friendly consultations and if failure
      in settling the disputes through friendly consultations within thirty (30)
      days
      after one party has served written notice on the other party requesting the
      commencement of such consultations, either party may submit the dispute to
      the
      competent court in Shanghai for judgement in accordance with the terms of this
      Facility Letter and the GCA.

     

    Without
      prejudice to the rights of the Lender as described above, each of the Borrower,
      the Mortgagor and the Corporate Guarantors expressly acknowledges that any
      breach of the terms and conditions or representations and warranties as
      stipulated in the Facility shall constitute an Event of Default as defined
      in
      the GCA.

     

    GCA
      shall
      be deemed as an integral part of this Facility Letter and shall have the same
      legal force as this Facility Letter.

    


    Please
      indicate your acceptance of the above terms and conditions by signing and
      returning to us the duplicate of this Facility Letter on or before 30
      May 2008,
      after
      which date this offer shall lapse. This Facility shall become effective after
      it
      has duly signed by you and the Lender.

     

    


     

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    


     

    We
      are
      pleased to be of service to you and look forward to a mutually beneficial
      relationship.

     

    Yours
      faithfully,

    For
      and
      on behalf of

    RABOBANK
      NEDERLAND SHANGHAI BRANCH


    
      


      
        	
                _/s/
                  Yang Wang__________________

              	
                _/s/
                  Petrus Bressers_____________

              
	
                Yang
                  Wang

              	
                Petrus
                  (Patrick) Bressers

              
	
                General
                  Manager 

              	
                Chief
                  Risk & Operating Officer

              


      

    

    


    We,
      as
      Borrower and Mortgagor, hereby agree and accept the above-mentioned terms and
      conditions for the captioned Facility.

    


    For
      and
      on behalf of

    Henan
      Zhongpin Food Share Co., Ltd.

    


    /s/
      Zhu
      Xiaowei                                                

    Authorised
      Signatory(ies) with company chop

    Name(s):
      Zhu Xiaowei

    Date:

    


    We,
      as
      Corporate Guarantors, hereby jointly and severally agree and accept the
      above-mentioned the terms and conditions for the captioned
      Facility.

    


    For
      and
      on behalf of

    Anyang
      Zhongpin Food Co., Ltd. 

    


    /s/
      Jing
      Jiangtao                                                

    Authorised
      Signatory(ies) with company chop

    Name(s):
      Jing Jiangtao

    Date:

    


    For
      and
      on behalf of

    Zhumadian
      Zhongpin Food Ltd.

     

     

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    /s/
      Jing
      Jiangtao                                                

    Authorised
      Signatory(ies) with company chop

    Name(s):
      Jing Jiangtao

    Date:

     

     

    
      
        
        

      

      17